8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: January 21, 2010

(Date of earliest event reported)

California Micro Devices Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-15449	94-2672609
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

490 N. McCarthy Blvd., No. 100, Milpitas, CA 95035-5112

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 263-3214

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

TABLE OF CONTENTS

Item 2.02.    Results of Operations and Financial Condition.	2
Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	3
Item 9.01.    Financial Statements and Exhibits.	3
Signatures	4

Item 2.02. Results of Operations and Financial Condition.

On January 21, 2010, Registrant (the “Company” or we) announced via news release the results for our fiscal 2010 third quarter ended December 31, 2009. The full text of the news release issued in connection with that announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Use of Non-GAAP Financial Information

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), the Company’s press release contains non-GAAP financial measures that exclude the effects of share-based compensation as required by Accounting Standards Codification Topic Nos. 718 “Compensation - Stock Compensation” and 260 “Earnings Per Share” (“ASC 260”). In particular, the non-GAAP financial measures used by management and disclosed by the Company exclude the income statement effects of all forms of share-based compensation and the effects of ASC 260 upon the number of diluted shares used in calculating non-GAAP earnings per share. The non-GAAP financial measures also exclude acquisition-related transaction costs and utilize a tax rate that is based upon the income taxes we expect to actually pay relating to this quarter’s activities and results.

The Company develops an annual budget that includes all components of the income statement, exclusive of share-based compensation. The accounting expense impact of share-based compensation is not discussed or considered when assessing and determining the appropriate level of budgeted expenses for cost of sales, research and development (“R&D”), and selling, general and administrative (“SG&A”) or when determining profitability for purposes of profit sharing and bonuses.

The Company uses share-based compensation programs to align employees’ actions and behaviors with stockholders’ interest and to be able to attract, motivate and retain the best employees in a competitive marketplace. Share-based compensation is only one element in employee compensation and is evaluated separately from the cost of other compensation programs. Specifically, we evaluate our share-based compensation programs from the perspective of the resulting dilution and other metrics, and not from the resulting expense to be recorded.

The Company did not contemplate that there was going to be an acquisition and hence that the Company would be incurring acquisition-related transaction costs, when it was developing its fiscal 2010 budget or announcing its guidance for the fiscal 2010 third quarter. Thus, acquisition-related transaction costs were not factored into such budget or guidance and we have excluded such costs when we considered our profitability for purposes of profit sharing and bonuses.

When we develop our annual budget, for taxes we consider only the taxes we expect to pay rather than taxes determined in accordance with GAAP which may fluctuate substantially over the next several years as we assess whether and when to make further releases of or accruals to the valuation allowance against our deferred tax asset. When we consider our profitability for purposes of profit sharing and bonuses, we do not consider taxes.

Management has determined that inclusion of these non-GAAP financial measures provides investors a meaningful presentation of the Company’s operating results in addition to the GAAP disclosure. As management uses these non-GAAP measures internally for strategic decision making, forecasting future results and evaluating the Company’s current performance, management believes these measures assist investors’ understanding of how management views the Company’s operating results. These measures enhance overall understanding of the Company’s current financial performance and better enable comparability to prior results. Management believes cost of sales excluding share-based compensation, and operating expenses such as SG&A and R&D excluding

2

share-based compensation are useful information for investors because comparative differences in the corresponding GAAP measures for different periods may reflect factors such as a different stock price when equity awards were made and different equity award practices rather than changes in the operation of the business.

The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in its press release. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2010, Registrant’s board of directors considered bonuses for the fiscal 2010 third quarter, some of which were paid to the named executive officers. The board of directors determined to exclude acquisition-related transaction costs in the calculation of the different bonus criteria, including the non-GAAP profitability constraint. The aggregate amount of bonuses paid to all employees was approximately $145,000; otherwise, had such costs been factored in, no bonus would have been paid. This exclusion was pursuant to the authority of the board of directors in its sole discretion to “determine whether unusual events or transactions, including acquisitions, asset sales or write-offs, will be included in the bonus payout calculation.” The amounts paid to the named executive officers were $18,606 to Robert V. Dickinson, President and CEO; $7,831 to Kevin J. Berry, Chief Financial Officer; $7,831 to Vice Presidents Kyle Baker and Juergen Lutz; and $7,568 to Vice Presidents Manuel Mere and Daniel Hauck.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1, Registrant’s News Release dated January 21, 2010, is furnished pursuant to Item 2.02 of Form 8-K.

3

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 27^th day of January, 2010.

CALIFORNIA MICRO DEVICES CORPORATION
(Registrant)
By:	/s/    ROBERT V. DICKINSON
	Robert V. Dickinson
	President and Chief Executive Officer

4

Exhibit Index

Exhibit	Description
99.1	Registrant’s News Release dated January 21, 2010, is furnished pursuant to Item 2.02 of Form 8-K.

5

EX-99.1

Exhibit 99.1

NEWS RELEASE

For More Information Contact:

Kevin Berry, Chief Financial Officer

(408) 934-3144

kevinb@cmd.com

California Micro Devices Reports December Quarter Results

MILPITAS, Calif., Jan. 21, 2010 — California Micro Devices (Nasdaq: CAMD) today announced financial results for the third quarter of fiscal 2010, which ended December 31, 2009. Revenue was $12.6 million, compared to $9.7 million a year ago. GAAP EPS was a loss of ($0.04) compared to a loss of ($0.38) a year ago. Non-GAAP EPS was a profit of $0.02 compared to a loss of ($0.13) a year ago. Both GAAP and non-GAAP gross margins were 35 percent for the quarter. Non-GAAP operating expenses were $4.0 million while GAAP operating expenses were higher at $5.3 million primarily due to acquisition-related transaction costs of approximately $1.2 million. Positive operating cash flow was $900,000.

All results were in line with estimates announced on January 11, 2010, except that acquisition-related transaction costs were $1.2 million instead of the estimated $1.0 million primarily due to yesterday’s announced litigation settlement which was accrued for in the 2010 fiscal third quarter which in turn led to GAAP operating expenses being $5.3 million instead of the estimated $5.1 million which caused GAAP EPS loss to be one cent greater than the estimate. For purposes of this release, non-GAAP financial measures are calculated excluding employee stock-based compensation expenses and acquisition-related transactions costs and using a cash basis tax rate.

About California Micro Devices Corporation

California Micro Devices Corporation is a leading supplier of protection devices for the mobile handset, high brightness LED (HBLED), digital consumer electronics and personal computer markets. Detailed corporate and product information may be accessed at www.cmd.com.

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), this press release contains non-GAAP financial measures that exclude the effects of employee share-based compensation as required by Accounting Standards Codification Topic Nos. 718 “Compensation - Stock Compensation” (ASC 718) and 260 “Earnings Per Share” (ASC 260). The non-GAAP financial measures, as used by management and disclosed by the company, exclude the income statement effects of all forms of employee share-based compensation and the effects of ASC 260 upon the number of diluted shares used in calculating non-GAAP earnings per share. They also exclude acquisition-related transaction costs and utilize a tax rate that is based upon the income taxes the company expects to actually pay relating to the activities and results for the relevant fiscal time period. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. The GAAP financial measures, and the reconciliation to non-GAAP financial measures, should be carefully evaluated. The non-GAAP financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. Set forth below are reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. For additional information regarding these non-GAAP financial measures, see the Form 8-K dated January 21, 2010 that the company has filed with the Securities and Exchange Commission.

#     #     #

California Micro Devices Corporation ¡ 490 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112

www.cmd.com ¡ Tel: 408.263.3214 ¡ Fax:408.263.7846

California Micro Devices Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

(Unaudited)

	December 31, 2009			March 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	45,188		$	45,605
Accounts receivable, net		4,791			4,168
Inventories		4,497			5,228
Prepaid expenses and other current assets		549			1,272
Total current assets		55,025			56,273
Property, plant and equipment, net		1,819			3,525
Other long-term assets		88			115
TOTAL ASSETS	$	56,932		$	59,913
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,640		$	3,775
Accrued liabilities		1,382			1,585
Deferred margin on shipments to distributors		1,211			974
Total current liabilities		10,233			6,334
Other long-term liabilities		184			221
Total liabilities		10,417			6,555
Commitments and contingencies
Stockholders’ equity:
Preferred stock - 10,000,000 shares authorized; none issued and outstanding as of December 31, 2009 and March 31, 2009		—			—
Common stock and additional paid-in capital - $0.001 par value; 50,000,000 shares authorized; 23,751,460 shares issued and 22,897,221 shares outstanding as of December 31, 2009 and 23,553,019 shares issued and 22,879,696 shares outstanding as of March 31, 2009		121,929			120,383
Accumulated deficit		(73,471	)		(65,602	)
		48,458			54,781
Treasury stock, at cost; 854,239 shares as of December 31, 2009 and 673,323 shares as of March 31, 2009		(1,943	)		(1,423	)
Total stockholders’ equity		46,515			53,358
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	56,932		$	59,913

California Micro Devices Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended December 31						Nine Months Ended December 31,
	2009			2008			2009			2008
Net sales	$	12,571		$	9,659		$	33,034		$	40,101
Cost of sales		8,192			7,184			23,443			27,779
Gross Margin		4,379			2,475			9,591			12,322
Operating expenses:
Research and development		1,278			2,668			5,206			7,838
Selling, general and administrative		2,876			3,508			9,633			11,205
Merger related transaction costs		1,156			—			1,156			—
Restructuring and asset impairment charges		—			—			717			—
Proxy contest expenses		—			—			686			—
Goodwill impairment		—			5,258			—			5,258
Amortization/Impairment of intangible assets		6			71			17			126
Total operating expenses		5,316			11,505			17,415			24,427
Operating loss		(937	)		(9,030	)		(7,824	)		(12,105	)
Other income (expense), net		(2	)		129			(18	)		1,616
Loss before income taxes		(939	)		(8,901	)		(7,842	)		(10,489	)
Provision for income taxes		4			10			27			1,305
Net loss	$	(943	)	$	(8,911	)	$	(7,869	)	$	(11,794	)
Net loss per share–basic and diluted	$	(0.04	)	$	(0.38	)	$	(0.34	)	$	(0.51	)
Weighted average common shares outstanding–basic and diluted		22,863			23,260			22,882			23,339

California Micro Devices Corporation

FINANCIAL SUMMARY (NON-GAAP)

(amounts in thousands, except per share data)

(Unaudited)

GAAP TO NON-GAAP RECONCILIATION:

	Three Months Ended December 31						Nine Months Ended December 31,
	2009			2008			2009			2008
Gross Margin:
GAAP Gross Margin	$	4,379		$	2,475		$	9,591		$	12,322
GAAP Gross Margin %		35	%		26	%		29	%		31	%
Reconciling items:
Stock-based compensation expense, net of tax	$	38		$	66		$	204		$	266
NON-GAAP Gross Margin	$	4,417		$	2,541		$	9,795		$	12,588
NON-GAAP Gross Margin %		35	%		26	%		30	%		31	%
Net Loss:
GAAP Net Loss	$	(943	)	$	(8,911	)	$	(7,869	)	$	(11,794	)
Reconciling items:
Merger related transaction costs		1,156			—			1,156			—
Stock-based compensation expense, net of tax		237			471			1,141			1,627
Restructuring and asset impairment charges		—			—			452			—
Goodwill impairment		—			5,258			—			5,258
Amortization/Impairment of intangible assets		6			71			17			237
Difference between effective tax rate and cash basis tax rate		9			(27	)		30			1,222
Total Adjustments	$	1,408		$	5,773		$	2,796		$	8,344
NON-GAAP Net Income (Loss)	$	465		$	(3,138	)	$	(5,073	)	$	(3,450	)
Net Loss Per Share - Basic and diluted:
GAAP Net Loss Per Share - Basic and diluted	$	(0.04	)	$	(0.38	)	$	(0.34	)	$	(0.51	)
Reconciling items:
Merger related transaction costs		0.05			—			0.05			—
Stock-based compensation expense, net of tax		0.01			0.02			0.05			0.07
Restructuring and asset impairment charges		—			—			0.02			—
Goodwill impairment		—			0.23			—			0.23
Amortization/Impairment of intangible assets		—			—			—			0.01
Difference between effective tax rate and cash basis tax rate		—			—			—			0.05
Total Adjustments	$	0.06		$	0.25		$	0.12		$	0.36
NON-GAAP Net Income (Loss) Per Share - Basic and diluted	$	0.02		$	(0.13	)	$	(0.22	)	$	(0.15	)
Weighted average common shares used to calculate GAAP EPS - Basic and diluted		22,863			23,260			22,882			23,339
Weighted average common shares used to calculate NON-GAAP EPS - Basic		22,863			23,260			22,882			23,339
Weighted average common shares and share equivalents outstanding used to calculate NON-GAAP EPS - diluted		23,014			23,260			22,882			23,339